Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
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September 30, 2023 |
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December 31, 2022 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
10,611 |
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$ |
20,644 |
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Short-term investments |
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5,089 |
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— |
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Accounts receivable and other receivables, net of allowance for doubtful accounts of |
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304 |
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1,221 |
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Inventories, net — current |
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2,657 |
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2,321 |
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Assets held for sale |
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87 |
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87 |
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Prepaid expenses and other current assets |
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1,093 |
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|
795 |
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Current assets of discontinued operations |
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165 |
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330 |
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Total current assets |
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20,006 |
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25,398 |
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Property and equipment, net |
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468 |
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680 |
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Right of use asset |
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1,147 |
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1,848 |
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Inventories, net — noncurrent |
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1,624 |
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767 |
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Intangible assets, net |
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40 |
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40 |
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Other noncurrent assets |
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181 |
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165 |
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Noncurrent assets of discontinued operations |
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— |
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24 |
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Total assets |
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$ |
23,466 |
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$ |
28,922 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
2,602 |
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$ |
2,855 |
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Amounts due to related parties |
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46 |
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48 |
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Operating lease liability — current |
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924 |
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1,010 |
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Other current liabilities |
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282 |
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270 |
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Current liabilities of discontinued operations |
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31 |
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26 |
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Total current liabilities |
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3,885 |
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4,209 |
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Operating lease liability — noncurrent |
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347 |
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1,007 |
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Common stock warrant and option liabilities |
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1,836 |
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806 |
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Other noncurrent liabilities |
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2,000 |
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2,000 |
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Total liabilities |
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8,068 |
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8,022 |
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Commitments and contingencies (Note 13) |
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Stockholders’ equity: |
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Common stock, $0.001 par value—150,000,000 shares authorized as |
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65 |
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65 |
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Additional paid-in capital |
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284,371 |
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278,827 |
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Accumulated other comprehensive income |
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87 |
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— |
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Accumulated deficit |
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(268,987 |
) |
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(257,859 |
) |
Total stockholders’ equity |
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15,536 |
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21,033 |
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Non-controlling interest |
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(138 |
) |
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(133 |
) |
Total stockholders' equity |
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15,398 |
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20,900 |
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Total liabilities and stockholders’ equity |
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$ |
23,466 |
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$ |
28,922 |
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Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues: |
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Product |
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$ |
1,597 |
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$ |
1,543 |
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$ |
4,150 |
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$ |
5,685 |
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Royalty |
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— |
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17 |
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— |
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117 |
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License |
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— |
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10 |
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10 |
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872 |
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Total revenues |
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1,597 |
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1,570 |
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4,160 |
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6,674 |
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Operating expenses (income): |
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Cost of revenues |
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1,102 |
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1,128 |
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2,630 |
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5,201 |
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Research and development |
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305 |
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255 |
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1,055 |
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1,009 |
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Gain on sale of Verdeca |
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— |
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— |
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— |
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(1,138 |
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Change in fair value of contingent consideration |
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— |
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— |
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— |
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(70 |
) |
Gain on sale of property and equipment |
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(11 |
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— |
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(36 |
) |
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(386 |
) |
Selling, general and administrative |
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3,443 |
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4,178 |
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11,085 |
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11,407 |
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Total operating expenses |
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4,839 |
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5,561 |
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14,734 |
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16,023 |
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Loss from continuing operations |
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(3,242 |
) |
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(3,991 |
) |
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(10,574 |
) |
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(9,349 |
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Interest income |
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133 |
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95 |
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538 |
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123 |
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Other income, net |
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17 |
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43 |
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36 |
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13 |
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Valuation loss on March 2023 PIPE |
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— |
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— |
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(6,076 |
) |
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— |
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Change in fair value of common stock warrant and option liabilities |
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608 |
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1,880 |
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5,965 |
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1,880 |
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Issuance and offering costs allocated to liability classified options |
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— |
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(314 |
) |
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(430 |
) |
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(314 |
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Net loss from continuing operations before income taxes |
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(2,484 |
) |
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(2,287 |
) |
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(10,541 |
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(7,647 |
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Income tax provision |
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— |
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(1 |
) |
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(1 |
) |
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(1 |
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Net loss from continuing operations |
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(2,484 |
) |
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(2,288 |
) |
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(10,542 |
) |
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(7,648 |
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Net loss from discontinued operations |
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(83 |
) |
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(589 |
) |
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(591 |
) |
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(3,636 |
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Net loss |
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(2,567 |
) |
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(2,877 |
) |
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(11,133 |
) |
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(11,284 |
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Net loss attributable to non-controlling interest |
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— |
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(10 |
) |
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(5 |
) |
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(152 |
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Net loss attributable to common stockholders |
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$ |
(2,567 |
) |
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$ |
(2,867 |
) |
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$ |
(11,128 |
) |
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$ |
(11,132 |
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Net loss per share attributable to common stockholders: |
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Basic and diluted from continuing operations |
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$ |
(1.83 |
) |
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$ |
(3.71 |
) |
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$ |
(8.81 |
) |
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$ |
(13.05 |
) |
Basic and diluted from discontinued operations |
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$ |
(0.06 |
) |
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$ |
(0.96 |
) |
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$ |
(0.49 |
) |
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$ |
(6.33 |
) |
Net loss per basic and diluted share attributable to common stockholders |
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$ |
(1.89 |
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$ |
(4.67 |
) |
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$ |
(9.31 |
) |
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$ |
(19.37 |
) |
Weighted-average number of shares used in per share |
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Basic and diluted |
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1,359,511 |
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613,814 |
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1,195,354 |
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574,621 |
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Other comprehensive income, net of tax |
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Unrealized gains on available-for-sale securities |
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$ |
66 |
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$ |
— |
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$ |
87 |
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$ |
— |
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Other comprehensive income |
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$ |
66 |
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$ |
— |
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$ |
87 |
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$ |
— |
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2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
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Nine Months Ended September 30, |
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2023 |
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2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
(11,133 |
) |
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$ |
(11,284 |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Change in fair value of common stock warrant and option liabilities |
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(5,965 |
) |
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(1,880 |
) |
Change in fair value of contingent consideration |
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— |
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(70 |
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Issuance and offering costs allocated to liability classified options |
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|
430 |
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|
314 |
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Valuation loss on March 2023 PIPE |
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6,076 |
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— |
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Depreciation |
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227 |
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|
354 |
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Amortization of intangible assets |
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— |
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39 |
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Lease amortization |
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535 |
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|
686 |
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Impairment of intangible assets |
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— |
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72 |
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Gain on disposal of property and equipment |
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(36 |
) |
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(386 |
) |
Stock-based compensation |
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|
573 |
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|
897 |
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Bad debt expense |
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— |
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32 |
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Gain on sale of Verdeca |
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— |
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(1,138 |
) |
Write-down of inventories |
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|
444 |
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|
1,530 |
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Impairment of property and equipment |
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— |
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|
370 |
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Changes in operating assets and liabilities: |
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Accounts receivable and other receivables |
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|
249 |
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(534 |
) |
Inventories |
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(1,388 |
) |
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|
1,071 |
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Prepaid expenses and other current assets |
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(284 |
) |
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(90 |
) |
Other noncurrent assets |
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(13 |
) |
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15 |
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Accounts payable and accrued expenses |
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(300 |
) |
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(890 |
) |
Amounts due to related parties |
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(2 |
) |
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(17 |
) |
Other current liabilities |
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|
11 |
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6 |
|
Operating lease liabilities |
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(573 |
) |
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(718 |
) |
Net cash used in operating activities |
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(11,149 |
) |
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(11,621 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from sale of property and equipment |
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42 |
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|
897 |
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Proceeds from sale of Verdeca — earn-out received |
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|
569 |
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|
285 |
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Purchases of property and equipment |
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(5 |
) |
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(46 |
) |
Purchases of investments |
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(5,002 |
) |
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— |
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Net cash (used in) provided by investing activities |
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(4,396 |
) |
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1,136 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of common stock, pre-funded warrants and |
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5,997 |
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— |
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Payments of offering costs relating to March 2023 PIPE |
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(497 |
) |
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— |
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Proceeds from issuance of common stock, pre-funded warrants and |
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— |
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5,000 |
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Payments of offering costs relating to August 2022 Offering |
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— |
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(488 |
) |
Proceeds from ESPP purchases |
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12 |
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|
7 |
|
Net cash provided by financing activities |
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5,512 |
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4,519 |
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Net decrease in cash and cash equivalents |
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(10,033 |
) |
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(5,966 |
) |
Cash and cash equivalents — beginning of period |
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20,644 |
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28,685 |
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Cash and cash equivalents — end of period |
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$ |
10,611 |
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$ |
22,719 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for interest |
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$ |
— |
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$ |
1 |
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06 |
|
$ |
— |
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$ |
3,392 |
|
Common stock options issued to placement agent and included in offering costs related to August 2022 RDO securities purchase agreement |
|
$ |
— |
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|
$ |
191 |
|
Common stock options issued to placement agent and included in offering costs related to March 2023 PIPE |
|
$ |
212 |
|
|
$ |
— |
|
Right of use assets obtained in exchange for new operating lease liabilities |
|
$ |
— |
|
|
$ |
114 |
|
Proceeds from sale of Verdeca in accounts receivable and other receivables |
|
$ |
— |
|
|
$ |
854 |
|
Warrant and option modifications included in Valuation loss on March 2023 PIPE |
|
$ |
404 |
|
|
$ |
— |
|
# # #
3